Ganesh Green Bharat Ltd

To,
The Member,
GANESH GREEN BHARAT LIMITED
CIN: L31900GJ2019PLC108417

Your directors have the pleasure of presenting the Report of the Board of Directors on the affairs of GANESH GREEN BHARAT LIMITED ("Company") together with the Audited Financial Statements for the financial year ended on March 31, 2026. Further, in compliance with the Companies Act, 2013 the company has made all requisite disclosures in this Report with the objective of accountability and transparency in its operations and to make you aware about the Company's performance and future prospects.

FINANCIAL SUMMARY

The financial performance of the Company is summarized below:

STANDALONE

(Rs. in Lacs)

Particulars	2025-26	2024-25
Revenue from operations	106137.36	31139.17
Other Income	335.60	352.02
Total Income	106472.96	31,491.19
Expenditure other than Depreciation and Finance cost	95371.79	26778.85
Particulars	2025-26	2024-25
Depreciation and Amortisation Expenses	743.30	343.89
Finance Cost	541.66	317.55
Total Expenditure	96656.75	27440.29
Profit / (Loss) Before Tax	9816.21	4050.90
Less: Tax Expenses
Current Tax	2309.44	1,027.17
Deferred Tax	-23.35	3.00
Profit / (Loss) After Taxation	7514.90	2961.59
Less: Tax paid for earlier years	15.22	59.14
Profit After Tax	7514.90	2961.59
Balance carried to Balance Sheet	7514.90	2961.59

CONSOLIDATED

Particulars	2025-26	2024-25
Revenue from operations	106426.82	31801.19
Other Income	333.00	374.74
Total Income	106759.83	32,175.93
Expenditure other than Depreciation and Finance cost	95401.42	27059.47
Particulars	2025-26	2024-25
Depreciation and Amortisation Expenses	951.36	535.16
Finance Cost	581.16	433.46
Total Expenditure	96933.94	28,028.09
Profit / (Loss) Before Tax	9825.89	4147.85
Less: Tax Expenses
Current Tax	2309.44	1,042.37
Deferred Tax	(15.38)	3.71
Less: Tax paid for earlier years	12.34	59.14
Profit after Tax before Minority Interest	7519.49	3042.62
Minority Interest in Post-Acquisition Profit	11.92	20.38
Profit After Tax	7518.29	3022.25
Balance carried to Balance Sheet	7518.29	3022.25

FINANCIAL HIGHLIGHTS AND OPERATION

The Highlights of the Company's performance (Standalone) for year ended March 31, 2026 are as under:

The Key highlights pertaining to the business of the company for the year 2025-2026 and period subsequent thereto have been given hereunder:

• The Company has reported total income of INR 1,06,472.96 Lacs for Financial Year 2025-2026 as compared to total revenue of INR 31,491.19 Lacs in previous year.

• The Net Profit after tax including other comprehensive income stood at INR 7514.90 Lacs for the Financial Year 2025-2026 as against 2961.59 Lacs in the previous year.

The Highlights of the Company's performance (Consolidated) for year ended March 31, 2026 are as under:

The Key highlights pertaining to the business of the company for the year 2025-2026 and period subsequent thereto have been given hereunder:

• The Company has reported total income of 106759.83 for Financial Year 2025-2026 as compared to total revenue of INR 32175.93 in previous year.
• The Net Profit after tax including other comprehensive income stood at INR 7518.29 Lacs for the Financial Year 2025-2026 as against INR 3022.25 Lacs in the previous year.

UTILIZATION OF FUNDS THROUGH IPO

The Company has raised funds from the public through IPO in the year under review. The Company had issued Prospectus dated 10th July, 2024 for raising funds through the Initial Public Offer (IPO)/Issue of equity shares. Accordingly, the Company had made the IPO through 100% Book Built Issue and raised Rs. 12522.90 Lacs by issuing 65,91,000 Equity Shares of Rs. 10 each of the Company for at issue price of Rs. 190/- per Equity share (including a Premium of Rs. 180/- per Equity share). The total proceeds of IPO were planned with certain objects, as more particularly stated and described under section titled 'Objects of the Issue' on Page 71 of the Prospectus.

As per recommendation of the Audit Committee and the Board Meeting were approved on 15th May, 2025 the revised Schedule of implementation of Net Issue Proceeds (Initial Public Offering - IPO fund) from the F.Y. 2024-25 to F.Y. 2025-26 which given as under:

The following are said reasons for Delay in deployment of funds and Revised Schedule of Implementation of Net Issue Proceeds:

Item Head	Amount proposed in the Offer Document/ Prospectus in Rs. Crore	Amount utilised during as at beginning of the March quarter in Rs. Crore	Amount utilised during the March quarter in Rs. Crore	Amount utilised during at end of the March quarter in Rs. Crore	Reason for not utilized Amount in F.Y. 2024-25
Funding long-term working capital requirements of the company	60.00	60.00	---	---	---
Repayment and/or prepayment, in full or part, of certain borrowings availed by the company	19.00	19.00	---	---	---
Capital Expansion	11.52	11.50	---	11.50	The delay in utilization of the IPO proceeds has arisen due to extended timelines in the installation and commissioning of certain machinery. The remaining IPO proceeds of Rs 0.02 Cr will be utilized in FY 26.
General corporate purposes	26.90	12.51	10.97	23.48	The utilization of funds has been slightly delayed due to operational activities. The Board has approved an extension of the timeline for fund
Item Head	Amount proposed	Amount utilised	Amount utilised	Amount utilised	Reason
Issue-related expenses	7.81	7.32	7.32	7.32	The Issue-related expenses amounting to 0.49 crore were paid directly from the company's account and will be reimbursed to the company from the Monitoring Account.

During the year, the proceeds of the Initial Public Offer have been fully utilized by the company upto the period ended as on 30.06.2025. There is no Standard deviation in objects for which funds raised from IPO.

DIVIDEND

The Board of Directors have recommended any Dividend for the financial year ended March 31, 2026. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is available on the Company's website at www.ganeshgreen.com

Taking into consideration the stable performance of your Company and in recognition of the trust in the management by the members of the Company, your Directors had declared interim dividends at Rs. 0.50/- per Equity Share of the Face Value Rs. 10.

The interim dividend declared by the Board of Directors is proposed to be confirmed as final dividend by the Shareholders in the ensuing Annual General Meeting.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

DEPOSITS

The Company has neither accepted/invited any deposits from the public during the period, nor there any outstanding deposit of earlier years within the meaning of Section 73 of the Companies Act, 2013.

RESERVES

Your directors propose to carry Rs. 7514.90 Lacs being the profit for the current year in the Balance Sheet during the financial year ended March 31, 2026.

CAPITAL STRUCTURE

Your Company's Equity Share Capital position as at the beginning of the Financial Year 2025-26 (i.e., as on April 1, 2025) and as at the end of the said Financial Year (i.e., as on March 31, 2026) was as follows:

Particulars	Authorized Share capital	Issued, Subscribed and Paid up Share Capital
As on April 1, 2025	No. of Shares	Total Amount	No. of Shares	Total Amount
Equity Shares of Rs.10/- each	25,000,000	25,00,00,000	1,82,10,000	18,21,00,000
Total	25,000,000	25,00,00,000	1,82,10,000	18,21,00,000
As on 31st March 2026	No. of Shares	Total Amount	No. of Shares	Total Amount
Equity Shares of Rs.10/- each	25,000,000	25,00,00,000	24,801,000	24,80,10,000
Total	25,000,000	25,00,00,000	24,801,000	24,80,10,000

During the year under review, the Company has not issued any other convertible securities, bonus shares or made a rights issue of shares or shares with differential voting rights or granted any stock options or any sweat equity shares. Further, the Company did not undertake any buyback of its equity shares during the year.

INDUSTRY SCENARIO AND STATE OF COMPANY'S AFFAIRS

Your company is a Public Listed Company having its registered office located in Ahmedabad, Gujarat. The Company deals in manufacturers, suppliers, and contractors of electrical and solar products.

During the Financial Year 2025-2026, the Company has achieved total revenue of Rs. 106472.96 Lacs as compared to total revenue of INR 31,491.19 Lacs in previous year. The Profit after Tax of the Company for Financial Year 2025-2026 is INR 7514.90 Lacs as compared to Profit after Tax of INR 2,961.59 Lacs in previous year.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2025-2026.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There is no any material change occurred during the financial year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. DIRECTORS

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2026:

Name	Designation
Mr. Ketanbhai Narsinhbhai Patel	Chairman and Managing Director
Mr. Rajendrakumar Narsinhbhai Patel	Wholetime Director
Mr. Niravkumar Sureshbhai Patel	Wholetime Director
Mr. Shilpaben Ketanbhai Patel	Non-Executive & Non-Independent Director
Mr. Sahil Bipin Gala	Non-Executive and Independent Director
Mrs. Palak Jagatbhai Shah	Non-Executive and Independent Director

All the directors of the Company have confirmed that they satisfy the criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013. Mr. Ketanbhai Narsinhbhai Patel (DIN: 07499411), Director is retiring by rotation at the ensuing 7th Annual General Meeting of the Company, being eligible seeks re-appointment and had given his consent to act as Director of the Company.

Reappointment of Mr. Ketanbhai Narsinhbhai Patel (DIN: 07499411) as Managing Director, Mr. Rajendrakumar Narsinhbhai Patel (DIN: 07498445) as Whole Time Director, Reappointment of Mr. Niravkumar Sureshbhai Patel (DIN: 7498377) as Whole Time Director of the Company for a further period of 3 years with effect from 25th October, 2026 to 24th October, 2029 (both days inclusive) as recommended by Nomination and Remuneration Committee subject to the approval of the Shareholders in ensuing AGM Meeting.

2. DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act and that he/she meets the criteria of independence as laid out in Section 149(6) of the Act.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended,

Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Sr. No.	Name of Independent Director	Term of 5 year for Appointment were appointed on 25TH October, 2025 at EGM. From	To
1	Mr. Sahil Bipin Gala	October 25, 2023	October 24, 2028
2	Mrs. Palak Jagatbhai Shah	October 25, 2023	October 24, 2028

3. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Act, and the Rules made thereunder, following are the Key Managerial Personnel of the Company as on March 31, 2026:

Sr. No.	Name	Designation	Date of Appointment as a KMP
1	Ketanbhai Narsinhbhai Patel	Managing Director	25/10/2023
2	Rajendrakumar Narsinhbhai Patel	Wholetime Director	25/10/2023
3	Niravkumar Sureshbhai Patel	Wholetime Director	25/10/2023
4	Mr. Krunalkumar Dayaljibhai Shah	Chief Financial Officer	25/10/2023
5	Miss Palakben Mahesh Joshi	Company Secretary	25/10/2023

MEETINGS OF THE BOARD OF DIRECTORS

28 meetings of the board of directors were held during the year. Details of the same are as follows:

Sr. No.	Date
1	04-04-2025
2	21-04-2025
3	02-05-2025
4	15-05-2025
5	29-05-2025
6	10-06-2025
7	26-06-2025
8	01-07-2025
9	11-07-2025
10	21-07-2025
11	28-07-2025
12	18-08-2025
13	15-09-2025
14	23-09-2025
15	30-09-2025
16	14-10-2025
17	11-11-2025
18	13-11-2025
19	15-11-2025
20	09-12-2025
21	31-12-2025
22	07-01-2026
23	17-01-2026
24	30-01-2026
25	16-02-2026
26	26-02-2026
27	09-03-2026
28	26-03-2026

The details of the Board Meetings and attendance of Directors are provided hereunder:

Sr.	Name of Directors	DIN	Position	No. of Meetings Held During the Financial Year	No. of Meetings Attended Held During the Financial Year
Sr.	Name of Directors	DIN	Position	No. of Meetings Held	No. of Meetings Attended
1	KETANBHAI NARSINHBHAI PATEL	07499411	Chairman and Managing Director	28	28
2	RAJENDRAKUMAR NARSINHBHAI PATEL	07498445	Wholetime Director	28	28
3	NIRAVKUMAR SURESHBHAI PATEL	07498377	Wholetime Director	28	28
4	SHILPABEN KETANBHAI PATEL	10316276	Non-Executive Director	28	28
5	SAHIL BIPIN GALA	08132442	Independent Director	28	14
6	PALAK JAGATBHAI SHAH	10168539	Independent Director	28	14

AUDIT COMMITTEE

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and your Company has constituted an Audit Committee of the Board of Directors on 25th October, 2023, comprising of the following Directors as on March 31, 2026:

Name	Position in the Committee	Designation
Smt. Palak Jagatbhai Shah	Chairman	Non-executive and Independent Director
Sahil Bipin Gala	Member	Non-executive and Independent Director
Rajendrakumar Narsinhbhai Patel	Member	Whole Time Director

During the year 11 (Eleven) meetings of the Audit Committee were held, the dates and attendance are as follows:

Sr. No.	Date
1	04/04/2025
2	15/05/2025
3	29/05/2025
4	10/06/2025
5	01/07/2025
6	11/07/2025
7	28/07/2025
8	18/08/2025
9	23/09/2025
10	13/11/2025
11	09/03/2026

The details of the Audit Committee Meetings and attendance of Directors are provided hereunder:

Sr.	Name of Directors	DIN	Position	No. of Meetings Held	No. of Meetings Attended
1	Palak Jagatbhai Shah	10168539	Chairman and Independent Director	11	11
2	RAJENDRAKUMAR NARSINHBHAI PATEL	07498445	Wholetime Director and Member	11	11
3	SAHIL BIPIN GALA	08132442	Independent Director	11	11

The Chief Financial Officer attends the Audit Committee Meetings as Invitees. The Company Secretary attends and acts as Secretary to the Audit Committee. The Audit Committee makes observations and recommendations to the Board of Directors, which are noted and accepted by the Board.

During the Financial Year 2025-26, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

The terms of reference of the Audit Committee are broadly as under:

• Oversight of the Company's Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;
• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
• Examination and reviewing, with the Management, the Annual Financial Statements and Auditors' Report thereon before submission to the Board for approval, with particular reference to:
• i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Section 134(3)(c) of the Act;
• ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same;
• iii. Major accounting entries involving estimates based on the exercise of judgment by Management;
• iv. Significant adjustments made in the Financial Statements arising out of audit findings;
• v. Compliance with listing and other legal requirements relating to Financial Statements;
• vi. Disclosure of any Related Party Transactions;
• vii. Qualifications in the draft Audit Report;
• Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;
• Review and monitor the Auditors' independence and performance and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the Company with Related Parties;
• Scrutiny of Inter-Corporate Loans and Investments;
• Evaluations of Internal Financial Controls and Risk Management Systems;
• Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up thereon;
• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
• Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
• Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
• Reviewing the functioning of the whistle blower mechanism;
• Such roles as may be delegated by the Board and/or prescribed under the Companies Act, 2013 or other applicable law.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014 and your Company has constituted a Nomination and Remuneration Committee of the Board of Directors, on 25th October, 2023, comprising of the following Directors as on March 31, 2026:

Name	Position in the Committee	Designation
Sahil Bipin Gala	Chairman	Non-executive and Independent Director
Palak Jagatbhai Shah	Member	Non-executive and Independent Director
Shilpaben Ketanbhai Patel	Member	Non-Executive Director

During the year 3 (Three) meetings of the Nomination and Remuneration Committee were held, the dates and attendance are as follows:

Sr. No.	Date
1	01-07-2025
2	18-08-2025
3	26-03-2026

The details of the Nomination and Remuneration Committee Meetings and attendance of Directors are provided hereunder:

Sr.	Name of Directors	DIN	Position	No. of Meetings Held	No. of Meetings Attended
1	Sahil Bipin Gala	08132442	Chairman and Independent Director	3	3
2	Palak Jagatbhai Shah	10168539	Independent Director	3	3
3	Shilpaben Ketanbhai Patel	10316276	Non-Executive Director and Member	2	2

The Company Secretary is the Secretary to the Nomination and Remuneration Committee.

The broad terms of reference of Nomination and Remuneration Committee includes:

• Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;
• Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;
• Succession planning for Board of Directors and Senior Management Employees;
• Identifying and selection of candidates for appointment of Directors/Independent Directors based on laid down criteria;
• Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;
• devising a policy on diversity of our Board;
• identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every director's performance;

• determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
• recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company; recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;
• Performing such other functions as may be delegated by the Board and/or prescribed under the Companies Act, each as amended or other applicable law.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted a Stakeholders' Relationship Committee of the Board of Directors, on 25th October, 2023, comprising of the following Directors as on March 31, 2026:

Name	Position in the Committee	Designation
Shilpaben Ketanbhai Patel	Chairman	Non-Executive Director
Palak Jagathbhai Shah	Member	Non-Executive Director and Independent Director
Ketanbhai Narsinhbhai Patel	Member	Managing Director

During the year 4 (Two) meetings of the Stakeholders' Relationship Committee were held, the dates and attendance are as follows:

Sr. No.	Date
1	21/04/2025
2	11/07/2025
3	14/10/2025
4	07/01/2026

The details of the Stakeholders' Relationship Committee Meetings and attendance of Directors are provided hereunder:

Sr.	Name of Directors	DIN	Position	No. of Meetings Held	No. of Meetings Attended
1	Shilpaben Ketanbhai Patel	08132442	Chairman and Non-Executive Director	2	2
2	Palak Jagatbhai Shah	10168539	Independent Director and Member	2	2
3	Ketanbhai Narsinhbhai Patel	07499411	Managing Director and Member	2	2

The Stakeholders Relationship Committee looks into various issues relating to shareholders including:

• Transfer and transmission of shares held by shareholders in demat format;
• Shareholder's Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;
• Status of dematerialization/rematerialization of shares;
• Issue of duplicate share certificates;
• Monitor and Track redressal of Investor complaints;
• Oversee the performance of the Company's Registrar and Transfer Agents;
• Suggest measures for improvement upgrade the standard of services to investors from time to time;
• Performing such other functions as may be delegated by the Board and/or prescribed under the Companies Act, each as amended or other applicable law.

Details of Investor Complaints

Details of complaints received and resolved to the satisfaction of the Shareholders by the Company during Financial Year 2025-26 are given below. During the year under review, no investor complaints were received by the Company.

Investor Grievances Report for 01/04/2025 - 31/03/2026	Received from	Carried forward from previous month	Received during the month	Total Pending	Resolved	Pending for less than months	Pending for more than months
Directly from Investors	0	0	0	0	0	0	0
SEBI (SCORES)	0	1	0	1	0	0	0
Stock Exchanges	0	0	0	0	0	0	0
Other Sources	0	0	0	0	0	0	0
TOTAL:	0	1	0	1	0	0	0

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has reconstituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, on 25th October, 2023, comprising of the following Directors as on March 31, 2026:

Name of the Director	Status in Committee	Nature of Directorship
Sahil Bipin Gala	Chairman	Non-executive and Independent Director
Rajendrakumar Narsinhbhai Patel	Member	Whole Time Director
Ketanbhai Narsinhbhai Patel	Member	Managing Director

During the year 3 (Three) meetings of the Corporate Social Responsibility (CSR) Committee were held, the dates and attendance are as follows:

Sr. No.	Date
1	04-04-2025
2	09-12-2025
3	26-03-2026

Name of Directors

Sr.	Name of Directors	DIN	Position	No. of Meetings Held	No. of Meetings Attended
1	Sahil Bipin Gala	08132442	Chairman and Non-Executive Director	3	3
2	Rajendrakumar Narsinhbhai Patel	07498445	Whole Time Director and Member	3	3
3	Ketanbhai Narsinhbhai Patel	07499411	Managing Director and Member	3	3

The broad terms of reference of Corporate Social Responsibility Committee includes:

• To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;
• To review and recommend the amount of expenditure to be incurred on activities referred to in Section 135(a) of the Companies Act, 2013;

• To institute a transparent monitoring mechanism for the implementation of the CSR projects, programs and activities undertaken the Company from time to time;
• To Monitor the Corporate Social Responsibility policy of the Company from time to time; and
• Performing such other functions as may be delegated by the Board and/or prescribed under the Companies Act, each as amended or other applicable law.

SEPARATE MEETING OF INDEPENDENT DIRECTORS & ANNUAL EVALUATION

The separate meeting of Independent Directors was held on 31st March, 2026 to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

NOMINATION AND REMUNERATION POLICY

The Policy of the Company on Director's Appointment, Remuneration and other Term including criteria for determining qualification and positive attribute, experience and any other matter as required to be provided for the Independence of Director as per sub section (3) of section 178 of the Act is on Company's Website: www.ganeshgreen.com. The inter alia provides that the Nomination and Remuneration Committee shall formulate the criteria for Board membership and laid down the effective of performance evaluation of Board, its Committee and the Director and such other matter as provided in section 178 of Companies Act, 2013.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure herewith.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In terms of Section 136 of the Act, the said annexure will be for inspection.

And affirmation that the remuneration is as per the remuneration policy of the company: Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, KMPs, Senior Management and other employees of the Company is as per the Remuneration Policy of the Company.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2)

None of the employee of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate exceeding the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year the Company had only one Joint Venture namely PIGL GEPL JV. The Company has 50% share in profits of PIGL GEPL JV. Your Company had One Subsidiary Company i.e. Souraj Energy Private Limited during the Financial Year, in which your Company holds 74% as on March 31, 2026. The Company does not have any associate Company. A report on the financial position of the Subsidiary Company and joint venture as per Section 129(3) of the Companies Act, 2013 is provided in Form AOC-1 enclosed to the Financial Statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website at www.ganeshgreen.com.

Policy for Material Subsidiary

In terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Company's Policy for Determining Material Subsidiary, Souraj Energy Private Limited continues to be a material subsidiary of your Company. And policy for Determining Material Subsidiary is on company website at www.ganeshgreen.com.

DEPOSITS

The details relating to deposits, covered under Chapter V of the Act:

(a) accepted during the year: NIL
(b) remained unpaid or unclaimed as at the end of the year: NIL
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:
(i) at the beginning of the year: NIL
(ii) maximum during the year: NIL
(iii) at the end of the year: NIL
(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: NIL

AUDITORS

Pursuant to provisions of Section 139 and other applicable provisions and relevant rules of the Companies Act, 2013, appointment M/s. K.C. PARIKH & Associates, Chartered Accountants, Surendranagar (Firm Registration No. 107550W) were appointed as the auditors of the Company for a term of five consecutive years from the 5th Annual General Meeting till the conclusion of 10th Annual General to be held in the year 2029. However, M/s. K.C. PARIKH & Associates, Chartered Accountants, Surendranagar (Firm Registration No. 107550W) vide his letter dated 04/06/2025 has resigned as the Statutory Auditors of the Company.

The Board of Directors, noted and accepted the resignation of M/s. K.C. PARIKH & Associates, Chartered Accountants, Surendranagar having (Firm Registration No. 107550W) on 10th June, 2025. Further, Board approved the appointment on 10th June, 2025 of M/s D.G. Patel & CO., Chartered Accountants, Ahmedabad (Firm Registration No: 113866W), as Statutory auditors of the Company to fill the casual vacancy caused by resignation of M/s. K.C. PARIKH & Associates, Chartered Accountants, Surendranagar (Firm Registration No. 107550W), who hold office until the conclusion of the 6th Annual General Meeting of the Company subject to the approval of shareholders.

M/s D.G. Patel & CO., Chartered Accountants, Ahmedabad (Firm Registration No: 113866W has appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive years from the conclusion of 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting with approval of Board of Shareholder as on 5th August 2025 at 6th AGM of the Company in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

AUDITORS' REPORT

The Audit Report on the Financial Statements of the Company for the financial year ended 31st March, 2026 read with relevant notes thereon are self-explanatory and there is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report.

REPORTING OF FRAUDS

Auditors of the Company have not reported any fraud as specified under the 2nd proviso to Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Nirav Soni & Co., Practicing Secretaries, Ahmedabad, as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended March 31, 2026.

Further, the Board of Directors at their meeting held on 1 July, 2025 appointed M/s Nirav Soni & Co., a Practicing Company secretary, Ahmedabad (COP:14695 and M.No.39566) as Secretarial Auditors of the Company for a period of 5 years commencing from the financial year 2025-26 to 2029-30 in pursuance to the provisions of the Section 204 of the Companies Act, 2013 and approved by shareholders in 6th Annual General Meeting as on 5th August, 2025. The Secretarial Auditors' Report for F.Y. 2025-26 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure to the Board's report, which forms part of this Integrated Annual Report. The point whichever is taken into consideration as follows:

During the course of our Secretarial Audit, it was observed that the Company had filed a suo-moto application for adjudication under Section 454 of the Companies Act, 2013, in respect of non-compliance with the provisions of Section 135 of the Act, relating to the non transfer of the unspent Corporate Social Responsibility (CSR) amount to a fund specified in Schedule VII of the Act within the prescribed period.

The Registrar of Companies, Ahmedabad, vide Adjudication Order dated 11th July, 2024, imposed a penalty on the Company in respect of the aforesaid non-compliance. The Company thereafter filed an appeal in Form ADJ vide SRN AB0488031 before the Regional Director, North-Western Region under Section 454(5) of the Act. The said appeal was dismissed by the Regional Director, North-Western Region, vide Order No. RD(NWR) Sec 454/135/2025/3696 dated 13th November, 2025, and the penalty imposed by the Registrar of Companies was upheld. Accordingly, the Company was directed to pay the penalty imposed vide the adjudication order dated 11th July, 2024.

INTERNAL AUDITOR

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s. M/s. V C A N & Co, Chartered Accountants as an Internal Auditor of the Company for the FY 2025-26.

COST AUDITOR

During the year under review, in accordance with the provisions of Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s. Dalwadi & Associates, Cost Auditors of the Company for the FY 25-26. The Board has re-appointed M/s. Dalwadi & Associates, Cost Accountants (Firm Registration Number: 000338) as the Cost Auditors of your Company for conducting cost audit for the FY 26-27. A resolution seeking the approval of the shareholders for ratifying the remuneration payable to the Cost Auditors for the FY 2026-27 is provided in the Notice of the ensuing AGM. The Cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by your Company.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, the Company falls under the criteria mentioned under section 135(1) of the Companies Act, 2013 for Corporate Social Responsibility. The Company had constituted a CSR Committee to decide upon and implement the CSR Policy of the Company.

As per the provision of Section 135 of the Companies Act, 2013 was required to spend INR. 47,44,891 during the F.Y. 2025-26 and the same has spent on the area mentioned under Schedule VII of Companies Act, 2013. The Company had made spent INR 48,00,000 during the F.Y. 2025-26. Annual report on CSR activities is enclosed as Annexure to this report.

The Company had filed a suo-moto application for adjudication under Section 454 of the Companies Act, 2013, in respect of a violation under Section 135 of the Act, relating to the non-transfer of the unspent Corporate Social Responsibility (CSR) amount to a fund specified in Schedule VII within the prescribed time for F.Y. 2021-22 and 2022-23. Consequently, the Registrar of Companies (ROC) issued a penalty order dated 11th July, 2024. The Company has filed an appeal in form ADJ vide SRN AB0488031 against the said ROC order before the Hon'ble Regional Director, North Western Region.

During the year under review, the Company have received Regional Director, North Western Region Order letter dated 13th November, 2025 and the appeal made by the Company is dismissed and directed to pay penalty imposed by the Registrar of Companies, Ahmedabad via Adjudication Order dated 11-07-2024. The appeal made by the company is disposed by Regional Director, North Western Region as on 13.11.2025 and directed to pay penalties whichever is imposed by said ROC Order.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate meeting of Independent Directors, performance of Non Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of the top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

LOAN FROM DIRECTORS OR THEIR RELATIVES

During the period under review, the company has accepted unsecured loan from the Directors and their relatives pursuant to Rule 2(1)(C)(VIII) of Companies (Acceptance of Deposits) Rule, 2014. The Directors have furnished declaration to the company at the time of giving the loan that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. The summary of the loan taken during the year have been provided in the Notes to the Financial Statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2025-26, have been provided in the Notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

The Company has entered into transactions with the related parties under section 188 of the Companies Act, 2013. The detail of such transaction has been attached in notes to accounts to the Balance Sheet of the company and in AOC-2 forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section, forming part of the Annual Report is enclosed as Annexure.

INTERNAL CONTROL SYSTEMS

The Company's internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.
• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.
• Compliance with applicable laws, regulations and management policies.

The Company has an Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It comprises experienced professionals who conduct regular audits across the Company's operations. The Company has also appointed a firm of Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee. During the Financial Year under review, the control mechanism and the process of testing controls were discussed with the Statutory Auditors. The Statutory Auditors have submitted their report on Internal Financial Controls which forms an integral part of this Report.

The adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditor's Report) Order, 2020. The Company had appointed M/s. V C A N & Co, Chartered Accountants, as Internal Auditor of the Company for the Financial Year 2025-26.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

Whistle Blower Policy

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy. The policy is on Companies Website: www.ganeshgreen.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, and technology absorption apply to the Company are given below:

(A) Conservation of energy - Company is taking all possible measures to conserve the energy.

Steps taken for conservation	No Specific measures were taken
Steps taken for utilizing alternate sources of energy	NIL
Capital investment on energy conservation equipments	1116.99 (in Lakhs) (Investment in Solar PV Module production machinery)

(B) Technology absorption

Efforts made for technology absorption	No Research and development was carried out during the year under report
Benefits derived	Not Applicable
Expenditure on Research & Development, if any	Capital & Revenue Expenditure - NIL
Details of technology imported, if any	Not Applicable
Year of import	Not Applicable
Whether imported technology fully absorbed	yes
Areas where absorption of imported technology has not taken place, if any	Not Applicable

FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has incurred expenditure in foreign currency amounting to Rs. 12,606.01 Lakhs (Purchase of Raw Material and value of import capital goods on CIF basis) (Previous Year: Rs. 2513.26 Lakhs) (Professional fees plus value of import capital goods on CIF basis) and has earned income in foreign currency amounting to Nil during the year (Previous Year: 77 Lakhs).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit or loss of the Company for the period ended 31.03.2026;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts on a going concern basis and

e) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filed or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace.

MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the amendments made thereto. The Company has implemented all measures prescribed under the Act, including the provision of maternity leave, nursing breaks, and creche facility (where applicable), to support the welfare of women employees.

SECRETARIAL STANDARDS

Pursuant to clause 9 of the revised Secretarial Standard - 1, your company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India, during the financial year under review.

ANNUAL RETURN

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31, 2026 is available on your Company's website at www.ganeshgreen.com

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT

During the year under review, there has been no one time settlement of loans taken from Banks and financial institutions.

CORPORATE GOVERNANCE

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company's Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making. Your Company is committed to achieving and adhering to the highest standards of Corporate Governance.

However, the provisions of Corporate Governance are not applicable to the Company pursuant to Regulation read with Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Other Disclosures

Particulars	Statutes	Details / Website link for details/ policy
Related Party Transactions ("RPT")	Regulation 23 of the SEBI Listing Regulations and as defined under the Act.	During the year under review, all RPTs entered by the Company were in the ordinary course of business and in respect of transactions with related parties under Section 2(76) of the Act, are at arm's length basis and were approved by the members of the Audit Committee including Independent Directors. Similarly, the Company intends seeking approval of its Members for material related party transactions for FY 2026-27 at its ensuing 7th AGM. The Board's approved policy for related party transactions is uploaded on the website of the Company.
Details of noncompliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India or any statutory authority on any matter related to capital markets during the last three financial years	Schedule V(C) 10(b) to the SEBI Listing Regulations	NIL

The Company has made disclosure on its Company Website all such events or information which has been disclosed to stock exchange under sub regulation of (8) of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ACKNOWLEDGEMENT

Your directors' wishes to place on record its sincere thanks to all the Customers, Suppliers, Bankers and Central and State Government Authorities for extending support to your Company. The Board also places on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board.

By Order of the Board of Directors For, GANESH GREEN BHARAT LIMITED

Ketanbhai Narsinhbhai Patel Designation: Director DIN: 07499411

Rajendrakumar Narsinhbhai Patel Director DIN: 07498445

Place: Ahmedabad Date: 05.09.2026